Symbiosis Volume 2
by Wraith002
Summary: Having settled in well and forming a new life on Remnant, Matt and Toxin both look forward to the next semester at Beacon. But with enemies new and old coming out and causing trouble at every turn the young hero and his friends will have to stand together to save their home before it's too late. There is always the calm before the storm...and a big one is coming.
1. Prologue: A Hero's Work is Never Done

**A/N: Ahhh...it feels good to be back! I was considering waiting a longer time to get this story started. But with the success of the last one I figured that I would at least get the first chapter out to catch the attention of my fans out there. And with the arrival, and rising popularity of RWBY Volume 2, I knew it was time to put my boys Matt and Toxin back out there again.**

**So, I'm gonna give you guys a brief overview of what to expect in the first few chapters. If you've seen the first two episodes of the newest volume then you know that there was roughly a two to three week time skip between the last episode in Volume 1 and the beginning of Volume 2. So I'm going to be filling that time gap with my own material, while at the same time reconstructing the opening of the new Season to fit my story in just the right way. **

**I'm not going to tamper with the main plot...too badly. But you figure I have to make things interesting and make sure that it makes sense. Also, there will be times were this fic will roll extremely close to an M rating despite it being marked as T. If I gets too rough I'll have to change it in the future so bare with me. **

**There will also be a few surprises in store, so keep a look out and be ready for it when it happens. So without further adue...LET'S GET THIS PARTY STARTED AGAIN!**

**Disclaimer: I don't own RWBY or Spiderman.**

(Play: Brand X Music - 'End of the World' (Russell Bell-Epic Modern Action) from Titanfall)

_Everything was in a state of chaos. _

_Fires raged out of control all around, the sounds of combat filling the air with explosions and gunfire. People screamed and ran for cover where ever they could find it while those fighting to protect them gave everything they had._

_Through the haze, a lone figure walked along a rooftop. His signature crimson and blue suit with black spider-symbols on the front and back visible amongst the flames around him. A set of white, hooked pseudo eyes gazed ahead, looking out toward the city that he had sworn to protect as it burned._

_He had no idea where his friends could be, but he knew that they were somewhere fighting. Clenching his fists, he ran toward the edge of the building and leapt off. Free-falling toward the ground before firing a webline and swinging high into the air._

_Diving again, he spotted a group of Beowolves gathered together in the middle of the street cornering a group of civilians. Timing his swing, he slammed them with his feet sending the Grimm in all directions and crashing into buildings and derelict cars around them._

_Swinging again, he dodged a barrage of gunfire from the surrounding rooftops, firing webbing in the same direction and ensnaring the shooters before running along the wall of one of the buildings. Leaping off and slamming his right foot into the beak of a Nevermore and spring-boarding off of it to gain more height as it fell toward the ground crippled before swinging again._

_More gunfire, a stray round clipping his shoulder but he ignored the pain as he dived toward the shooter and stabbed a blade formed from the arm of his suit into the man's chest. Getting back to his feet, a VTOL rose in the air before him and opened fire on him with its built-in chainguns. His quick reflexes allowing him to dodge the shots before sprinting along the ledge and diving off once more._

_Webswinging away from the aerial unit and taking out several more gunmen on the ground as he landed._

_His covered eyes leered up the street where a group of six individuals were gathered together. Their forms encased in shadows making them hard to identify, but something deep in his mind told him he knew who they were._

_All of them being led by a lone woman, her form also shadowed but possessed glowing amber eyes that pierced through his very being, flames licking around her hands and adding to the growing inferno around her. _

_It was here he found his friends, his team mates, and the love of his life all on their knees with either guns pressed to the backs of their heads or blades at their throats. Their eyes locked on to his, pleading for him to save them from the fate that was about to befall them._

_He tried to move, tried to reach them, but his body was frozen. Immobile and unable to do anything but watch._

_"You failed." said the woman with a voice like silk, filled with darkness and contempt just before each of those he held dear were executed right before his eyes. Their blood staining the ground as their dead eyes bore into his soul and shattered his heart._

_Falling to his knees, he screamed to the heavens as his world continued to burn. _

X (End Music)

Matt sprang awake, gasping for air while his heart threatened to break free from his chest. Sweat pouring down his face as his eyes frantically flickered around the room.

Seconds passed, then minutes, his breathing and heart rate calming again when his brain caught up to the fact that it was only a dream. Turning so that he was sitting on the bed, feet on the floor, he ran his hands through his hair before resting his head in them as he finished regaining his senses again.

He'd had nightmares in the past. But this one was far more intense than any he had ever experienced before. It felt far too real for the young vigilante's liking.

_**"You okay?"**_ asked Toxin within his mind. Concern lacing the symbiote's words after seeing everything he had as it tried to sooth its host as best it could. Matt nodded, answering neither verbally or mentally as he allowed the last tendrils of the horrible dream to slip away.

The bed shifted behind him, a moment later a pair of soft, thin arms wrapped around him from behind. A pair of soft brown rabbit-ears visible in his peripheral vision over his left shoulder reminding him who he shared the bed with.

"Bad dream?" Velvet asked softly as she rested her cheek against the back of his neck.

Matt nodded, "Yeah." he said, voice raspy from exhaustion and causing the arms around him to tighten a little more. And it was no wonder as to the why.

The first semester at Beacon came to an end a week ago, and once exams were over and done with, the student body was granted two weeks vacation before the second one began. Most would have taken this time to relax, hang out with friends and loved ones, and just enjoy the Vytal festival before being thrown back into their studies once more.

But for a now well renowned vigilante, his work was never done.

He too wanted to take some well deserved time off...but it seemed that the scum of Vale had other plans.

After he, Blake, Sun and Luke busted up the major dust heist at the docks over a week ago the number of robberies suddenly spiked so far beyond the norm that even the police got scared. Matt did his part to help put an end to the sudden crime wave, but it seemed for every one robbery he stopped, two others had already happened and the crooks had escaped with their catch.

And it wasn't just Vale. Multiple towns, factories, and shops had been hit all over the kingdom. Each one perpetrated either by the White Fang or some unknown group of thugs who cleaned out all the dust and took off without a trace.

People were starting to get scared, dust prices had reached an all time high, and with more and more foreigners coming over from all across Remnant for the festival and the tournament at the end of the school year it proved to be a very troubling time.

As for Matt himself, he'd been going non-stop for three days. Losing count of how many heists he had put an end to and the number of terrorists and hired hands he had helped put away. Toxin had done all it could to convince its host and friend to stop before he ran himself into the ground, but the alien life form's words were ignored as the teen threw himself into fight after fight in search of the reason behind it all and to stop whoever was doing it.

When he had stopped coming around Beacon his friends and team mates all went looking for him. And it was Yang, Ruby and Raine that had found him two days ago in a web-hammock passed out in a small alley in downtown Vale. The strain finally getting to him even with his symbiote partner supplying added stamina.

Instead of taking him back to the academy, Velvet took him to her family's home above the shop her father owned. Her parents were gone for the next two weeks visiting family in Atlas and wouldn't be around and she found it the proper place to help her hero of a boyfriend to relax and finally get some deserved sleep.

Matt felt his faunus-girlfriend place a few kisses along his neck, "Want to talk about it?" she asked softly, nuzzling her nose against his shoulder as a way to try and ease his troubled mind.

"No, I'm okay now." he said turning to look at her and smiling, his eyes roving over the rabbit-faunus' form. The blanket having fallen to her waist and exposing her bare upper half to him, the shattered-moon outside casting through the window and making her pale skin nearly glow in the dark bedroom.

He was in a similar state of undress, the two of them having shared a good deal of intimacy hours prior. And it hadn't been the first time. That had occurred a day after the dock incident when the two were alone in Team MRVL's room when their respected partners went out for the day, the young couple giving in to their desires and claiming each other in every way possible.

It had lasted two hours, and when Luke and Raine returned to the dorm they were met with a sleeping, naked couple cuddled together on their ruined bed with the smell of sex hanging heavy in the air.

This prompted the other two members of MRVL to crash in team RWBY's dorm for the night. And the next day had opened the flood gates for a lot of awkward conversations at Matt and Velvet's expense. Most coming from Yang who had claimed that the couple had redefined the phrase, 'Banged like rabbits.'

Despite the mortification of their friends knowing about their business. The vigilante and his rabbit-girlfriend continued on as usual, their relationship having evolved a large stage and bringing them even closer...

...that was until Matt had disappeared into Vale fighting criminals for days on end.

Velvet cleared her throat braking the hero from his thoughts and looked up to see her smiling at him. "My eyes are up here, Matt." she said taking his gaze off her breasts.

"Hay, I can't help it if you look gorgeous with or without clothes on." he fired back making the Faunus blush, which was easily seen even in the dark room. Matt leaned forward and kissed her deeply, Velvet responding almost instantly as their tongues danced together.

After a little while of kissing and light touches, the couple laid back on the bed. Velvet resting on Matt's chest, head on his shoulder as she ran her fingers over the gold cross necklace he never took off. "Are you sure that you're okay?" she asked, a bit of concern still tainting her happy moment with how much he had been running himself down lately.

"I'm fine, babe." he whispered while pressing a kiss between her rabbit-ears. "And like I promised, I'll take some time off to recover a bit. I'm still sorry for freaking you guys out like that, I just got so carried away with trying to stop the crime waves lately."

He felt her hand reach up and intertwine her fingers with his, "I know you always want to help people. I've always admired that about you. But even huntsmen know when they need time to recuperate." she lifted her head and looked into his eyes, "Despite what you and Toxin can do together, you're not invincible." She placed a kiss on his chest above his heart before resting her head back down.

"I love you," Velvet said softly, "But you're more than just Arachnid. You need to remember that you're also Matt Nolen. Team leader, future hunter, friend...and boyfriend. Don't forget who you are beneath the mask."

Matt lifted her chin and kissed her softly, resting his forehead against hers. "I love you too. And I won't forget." he promised as they settled back down together, sleep claiming them both shortly.

A tendril slipped out of Matt's skin and grabbed the lowered sheet, pulling it up over the couple as they slumbered before disappearing the way it had came. Toxin smiling happily from within its host as it watched out for them.

Neither plagued by anymore nightmares as they held one another through the night.

X

The next day was sunny like most days in Vale. In the market district, Matt and Velvet walked together to meet up with some of their friends before heading back to Beacon.

Now that the rabbit-faunus was sure that her boyfriend was now well rested, they both agreed that it was time to head back to the academy with the others.

Currently the two walked hand in hand with one another down the side-walk. Velvet dressed in a tan-colored tank top and skinny jeans with her usual dark-brown combat boots. Her Kamas/Dust wands secured on either hip in special holsters incase she needed them.

Matt had shifted his clothes into a simple dark-blue shirt, baggy cargo jeans with a red belt and black boots with his gunblades, Redemption and Judgement sheathed over each shoulder in their sword-form.

The two kept a leisure pace, ignoring the occasional odd stare they received when someone saw them holding hands or the fact that Velvet's rabbit-ears were clearly on display as they rounded another corner and found their friends and team mates together at a small cafe seated around a large table.

Ruby had been the first to see them coming and jumped up, "Matt! Velvet! Over here!" she called out, her voice catching the attention of the others...as well as everyone else on the outside of the establishment.

"Hay guys." Matt waved as he and Velvet sat down in the two empty spots between their partners. Luke and Raine both giving them smiles and nods as the large group moved in closer.

"Well, look who finally dragged themselves outta bed." said Yang while wriggling her eyebrows.

Weiss rolled her eyes, "Honestly Yang. Whatever those two do behind closed doors is their business." she said sipping the cup of tea set out before her.

"She's right." said Blake, who was holding Luke's hand on the table top while she read a book that was in her other. "Besides. It's good to see Matt back on his feet after the last few days." she looked the vigilante's way and gave a soft smile before going back to reading.

Pyrrah nodded from her spot between Jaune and Ren. "You had us worried for a while, especially when you stopped coming back to the academy." she said getting her team mates to nod.

"Yeah! You look like the party pooped right outta you." said Nora in her usual bubbly manner.

Matt sighed, "I know, and I'm sorry guys. I just got so caught up in stopping all that was going down here in Vale that I kinda lost sight of everything else. And I promised Velvet here that I would take it easy for a little while and only deal with immediate danger for a few days."

Luke nodded before patting his partner on the back, "Just try not to go overboard again." he said before dropping his voice down to a whisper. "Superhero or not, your our team mate and friend. So don't take on too much thinking you can handle it all on your own."

[Don't forget, we can help too if you need it.] Raine signed to them with her hands.

Velvet smiled and squeezed his hand as the group of twelve moved the conversation on to other things. Like school, the festival and the coming tournament at the end of the year before deciding on what they wanted to do for the day.

After much debate, the group decided to separate and go about doing different things before meeting up at the sky-dock and catching the airship back to Beacon. Nora had dragged Ren off to the nearest candy store, much to the pink/raven haired teen's chargin. Jaune and Pyrrah had headed a little farther into the market district together, a couple of the others catching the two holding hands as they left.

Weiss had said something about restocking on dust for her rapier, Raine signing roughly the same thing regarding her bow as she joined the heiress. Blake and Luke disappeared in the direction of the cat-faunus' favorite bookstore. And Yang had split off as well, saying something about getting spare parts for her custom motorcycle at the local mechanic shop.

This left Matt, Ruby and Velvet together, the younger girl getting excited and dragging the couple around until they found themselves in front of a shop neither of them had been too before. The sign on the front reading, **'Cosmic Comix'**.

"A comic book store?" Velvet asked raising her eyebrow.

Ruby nodded, "Yeah, ever since I was little I've been coming here." said the still excited 15-year-old.

Matt chuckled, "You're friends with an actual superhero...and you read comic books?" he asked making the girl puff out her cheeks in agitation which prompted him to laugh harder and ruffle her hair. "Relax Rubes, I was just picking. Besides, I'd be a hypocrite if I got on your case too much about it."

The two girls looked at him, "You read comics too?" asked the red cloaked girl.

"Used to, before I started living one." he replied thinking back to his home universe. "Well, let's have a look shall we?" Ruby beamed before running into the shop so fast a couple of rose petals were left in her wake. Matt shook his head in amusement before he and Velvet followed in after her.

The store wasn't all that big, roughly double the size of the dorm rooms back at the academy. Wooden racks ran along the walls filled with various magazines and comics, tables lined the middle of the main floor with every genre containing various heros, villains and an array of other characters. A rack of posters hung in the corner beside a door leading to a store-room with an old arcade game with an 'Out of Order' sign on the screen.

"Hello? Anyone home?" Ruby called out as she approached the counter that was right next to the front door, her silver eyes roaming over the various figurines that lined the glass shelves on the wall behind it.

"Just a minute!" a man's voice called from somewhere in the back.

Matt looked around the shop and felt nostalgia overcome him as he remembered a more simple time back home. He looked over at his girlfriend as she looked through the various comics on the nearby rack, admiring the artwork that went into each cover.

The door in the back opened and a man stepped out carrying a cardboard box dressed in a tan sweater and khakis. He looked to be into his golden years with a head of silver-grey hair with a couple streaks of faded black still running through it, a mustache the same color tone sitting above his lip.

A pair of thick tinted glasses covered his kind eyes that had a slight twinkle in them when he smiled at the young huntress in training. "Ruby. Welcome back true believer." he said while setting the box on the counter. "It certainly has been a while."

"Hay Stan." said the girl as she smiled back at the man. "Yeah it has been. Doing a lot of work at Beacon with training and studies and I thought it was time to stock up a bit."

Stan waved around the shop, "By all means, I just received a delivery of a few of your favorites the other day." Ruby beamed before she set out around the shop and began collecting various books. The shop owner turned to the other two and smiled, "I don't believe I've had the pleasure of meeting you two."

Matt held out his hand, "Matt, this is my girlfriend Velvet. We're friends of Ruby's and go to Beacon with her." he introduced.

The older man shook his hand and then Velvets, "Nice to meet you both." he looked at the rabbit-faunus' ears briefly and smiled again, "It's not often I have a young Faunus in my shop. How are you dear?" he asked kindly.

"I'm fine, thank you." she replied back just as kindly before going back to looking around the store.

The vigilante looked over toward Ruby and found the girl with a small stack of comics already collected in her arms as she went through another table. A content and innocent look on her face as she went through each article in search of something specific. "She looks pretty at home here." he couldn't help but comment.

Stan nodded as he began unloading the box he had taken out of storage. "She's been coming here since she was little. I've watched that girl grow up since that first time she came in with her mother..." he trailed off as a distant look came over his gaze as he looked at the far wall in thought.

Matt's face turned solumn as he looked back toward the energetic leader of team RWBY. "What happened to her mom...if you don't mind my asking?" he asked a little hesitantly.

Sighing, Stan set a couple of smaller boxes aside before answering. "Summer was a very kind woman. Always nice and caring to anyone in need. She was a huntress, one of the best anyone had ever seen, dedicating her time to the betterment of everyone. She started bringing Ruby in here when she was three, always telling her that she had what it took to be a heroine and save the day like so many of the characters in these books."

The man smiled at the memories before is slowly faded, "About eight years ago, Summer went on a hunt with a small team. Beowolves had been causing trouble farther up north and they were called out to handle the problem...but she never came back. I attended the service with her friends and family, Ruby's Uncle Qrow and I have been friends for years and she felt like a niece to me as well. She was so broken for the longest time."

A sad look passed Matt's eyes, thinking about the normally so energetic and innocent young girl with dreams of being the greatest huntress so broken from the loss of her mother was hard to swallow.

"I know what that's like." he said getting Stan's attention, "I lost my mom too. It's never easy no matter how old you are. But you have to push on, in their memory with the knowledge you'll see them again some day. Me and her have something common in that regard."

Stan smiled at the teens words, "Ruby is so much like Summer that its surprising, she has an innocence and purity about her that is rare. It's good to know that she has friends at Beacon, along with her sister, that are all looking out for her when she needs them."

Matt smiled at him just as Ruby came up with a stack of comics that was almost as big as she was. Setting them all on the counter before wiping her forehead. "That should do it!" she beamed happily.

"Really? This is all?" asked Stan chuckling as he rung up all the books. "Alright, all of this. Throwing in your usual discount. Comes to about 50 Lien."

Ruby dug through the satchel on the back of her skirt and took out her wallet, pulling out her money only to frown. "Oh no, I left the other half of my money back at the dorm." she said sounding a bit upset.

She looked up when she saw Matt lay a 50 Lien card on the counter, "It's on me this time." he said smiling at the girl who nearly glowed before latching on to him with a near bone-crushing hug.

"ThankyouThankyouThankyouThankyou!" She chanted as she gathered up the comics in a bag. Stan sent the vigilante a knowing smile as the group of three made their way toward the exit. Matt stopping at the door when the owner called out to him.

"Matt, do an old man a favor if you don't mind." he said coming out from behind the counter. "Make sure that Ruby never loses her smile. In a world like this, despite the peace we're supposed to be having, having someone with that much joy is hard to come by."

The hero nodded, "I'll do the best I can, Stan." he looked around the shop. "Maybe I'll come by sometime on my own. If I'm not too busy with missions and classes."

Stan nodded, "Of course, I'll be here. Be sure to do well at that academy too." he said as the teen made to leave again. "Great power, comes with great responsibility, after all." he said going back to work.

Matt froze at the door, eyes wide as he looked back toward the shop owner as he went back into the storage room. Shaking his head, he left the store with a weird feeling in the pit of his stomach.

_**"Why do I get the feeling that we know him from somewhere?" **_wondered Toxin deep in thought while its host caught up with Velvet and Ruby.

X

Meanwhile, on the other side of Vale, a young woman with light-green hair and red eyes waved at a shop owner after getting the directions she had asked him about. Passing by a corner where a pale, well-built male roughly the same age as her with silver-grey eyes and light-grey hair was leaning against a wall.

"I knew you were lost." Mercury said shaking his head in amusement.

Emerald rolled her eyes, "Mercury, I will seriously pay you to shut up." she stated while waving a wallet she had pilfered in his face.

"That's not your money." he pointed out.

"But it could be _yours_ for five minutes of silence..." she pressed.

The male thought it over briefly, "Mmmmmm...no deal." he said shaking his head.

Emerald growled, "_Fine_." she took the Lien from the wallet and tossed it aside before walking away. Her partner following behind with his hands behind his head.

"Whatever. You want me." he said as they walked down the street side by side. "So, how much farther?"

"A few blocks." Emerald replied.

Mercury groaned, "This place is so dull." he complained while his partner just shrugged.

"Eh, I kinda like it. Tall buildings, diverse culture..."

"And nice dopey people who are easy to pickpocket." her companion threw in causing her to stop for a moment.

"That's every city." Emerald stated.

Mercury put his hands together in a pleading manner, "Ooh, Emerald! Master thief! Please don't take my money! I barely have enough to get by!" he mocked while acting like a victim. The green-haired girl glared hatefully at him before stomping away. "Ugh, you're no fun today." Mercury muttered as they kept moving.

A while later, the duo found themselves outside the shop they had been looking for. Entering the shop that was filled with books, both of them looking around before Emerald headed toward the front desk while Mercury hung back by the door looking through one of the shelves.

Reaching the desk, the girl rang the bell and waited. "Be right there!" someone called from the back. A moment later, the door behind the counter opened and a man with gruff, rugged features came out with two stacks of books in hand. "Welcome to 'Tukson's Book Trade', home to every book under the sun." he greeted setting the stacks on the floor. "How may I..." he gasped and hesitated a moment when he saw who was in his shop.

"How may I help you?" he asked remaining calm and professional.

"Just browsing." Mercury said before snapping the book in his hand shut.

"Actually, I was wondering," Emerald said getting the man's attention. "Do you have copies of 'The Theif and the Butcher'?"

"Yes we do." said the owner.

"That's great." said the girl, allowing a long pause to stretch afterword.

"Would you...like a copy?" asked Tukson

Emerald shook her head, "No, just wondering." she answered while Mercury snapped another book closed. "Oh, oh! What about 'Violet's Garden', in paperback?"

"He's got it!" her partner called up holding said book in the air, "Hardcover too."

"Ooh, options are nice." the girl said in thought.

Mercury shrugged closing another book, "Eh, no pictures. Hey! Do you have any comics?"

Tukson motioned with his chin, "Near the front."

"Oh, no, wait!" Emerald exclaimed catching his attention. "What...about...'Third Crusade'?"

"Um...I..." Tukson hesitated, visibly unnerved by the two in his shop as he watched them watching him with careful eyes. "...don't believe we carry that one." he finally answered.

"...oh." Mercury said snapping another book closed.

"What was this place called again?" asked Emerald.

"Tukson's Book Trade." said the owner.

"And you're Tukson?" questioned the green-haired girl.

"That's right."

"So I take it that you're the one that came up with the catchphrase?"

"Yes."

"And, what was it again?" asked Mercury.

Tukson sighed, "Tukson's Book Trade, home to every book under the sun..." he quoted.

"_Except_ the 'Third Crusade'." pointed out the silver haired teen from the front.

"It's just a catchphrase." the owner countered.

"It's false advertising!" Mercury exclaimed.

Emerald narrowed her eyes, "You shouldn't make promises you can't keep, Tukson." she stated while her partner activated a switch by the door, causing one of the front windows to darken. "I hear you're planning on leaving. Moving all the way to Vacuo." Mercury activated another dimmer switch and the light vanished from the door. "Your brothers in the White Fang won't be happy to hear that." Emerald said as Mercury hit the last switch, canceling out all light from the outside. "And neither are we..."

There was an intense stand off for a moment before she spoke again, "You know who we are, don't you?" she asked.

Tukson nodded, "Yes."

"And you know why we're here?"

"Yes."

"So..." Emerald leaned back and crossed her arms, "Are you going to fight back?"

"YES!" Tukson roared, leaping up on to the counter with claws extending from his fingers and pouncing at the duo. Emerald surprised him by ducking out of the way and leading him in the path of Mercury who had a leg ready to kick and a round in his shotgun-greave ready to fire.

The front door to the shop suddenly opened, spilling light into the room just before Tukson was thrown back and slammed into the wall. A cry of agony ripping from his throat as he found himself pinned to the wall with long, thin, red and black spikes through his shoulders.

Emerald and Mercury spun and glared at the entrance as the sillohet of a man stood at the threshold with his arm extended. "Now, now children." said a calm, and very unnerving voice that caused both enforcers to pale and shivers to go up their spines.

The man stepped inside, the door closing behind him as the faded light in the room revealed the visage of Cletus Kasady. "Didn't mommy tell you not to get your hands dirty while in town?" he asked lightly, his crazed, green eyes looking from the duo to the trapped man.

"W-We had things under control." said Emerald, her voice shaking slightly. And for good reason. Ever since her and Mercury's boss recruited the man before them they had all seen first hand at what he was capable of.

Some of which would haunt their dreams to their dying days. The pure sadistic and soul-less nature with how he went about things made the duo think that he was some kind of Grimm reincarnated in human form...and with his horrifying transformation...

Cletus smiled insanely before patting her on the head, "I bet you did..." he said making her shiver again at being touched by him at all. "But you were told to specifically stay out of the 'dirty work'." he walked over toward Tukson who looked on helpless at his approach.

All eyes watching as the man's arm was covered in red tendrils that seeped out of his skin. Changing the limb into something out of someones nightmare, the arm now covered in a shifting red-black tissue with a wicked set of claws on the end.

"Those fun jobs..." Cletus said with his eyes flashing with madness, "Are for ME!" He lunged, ramming the appendage through the man's chest and piercing through skin, muscle and bone until it burst from his back and imbedded into the wall.

Tukson coughed up blood, looking down at his chest and the arm that ran him through as his life literally drained out of him and formed a large puddle on the floor of his shop. Emerald looked away and covered her mouth, Mercury stood frozen with his face white as a sheet while the killer stared into the Faunus' eyes as the last glimmer of life left his being.

Taking a deep, cleansing breath, Cletus pulled his arm free and changed it back to normal before heading toward the door. Pausing by a rack of books before picking one up that had 'Bloody Rampage' written in red on the cover.

"Come along, children." he said as he flipped the book open to the first page and opened the shops entrance. "Uncle Cletus has somewhere to be and someone to find."

After overcoming what they had witnessed, Emerald and Mercury hesitantly headed toward the opening. "Who...are you looking for?" Mercury couldn't help but ask.

The host of Carnage looked up at them and grinned, "Oh, someone very special. It's gonna be a big _family reunion_." he said with a laugh that left a bad feeling in the pit of their souls.

**A/N: And there we have it folks! And you had to know that Stan Lee was gonna be in here at one point. It's got elements of Marvel in it, so he just had to make a cameo appearance eventually.**

**With the first chapter out of the way I'm going to tell you all that my update speed won't be as fast as it was in the previous story. I'm unraveling the main story along with the rest of you every Thursday so that I can be sure to have the plot line running smoothly. **

**But as I said before, my first handful of chapters are going to be original like in Symbiosis. So keep checking your in boxes just to be safe. Drop your reviews when you can and I'll get back to you.**

**Wraith002...out!**


	2. Laying in Wait

**A/N: And here we are again, with me throwing a new update to the masses and proving that I got a lot up my sleeves. One of my readers asked about a possible update schedule, and I can't give an honest one to tell you the truth. But the updates will fluctuate around a bit depending on what's happening in the show every Thursday. **

**And since I'm playing around and altering the beginning of the season to add my own material here and there, it's gonna take a little more time compared to this story's predecessor. So bare with me on that. **

**But enough gab, let's get rolling again!**

**Disclaimer: I don't own RWBY or Spiderman.**

It was a few minutes after leaving the comic book store when Matt, Velvet and Ruby met up with Weiss, Raine, Blake, Luke and Yang. Each carrying their own bags from their own shopping adventures as they all headed toward the sky port to meet up with JNPR before heading back to the academy.

The heiress looked over at her partner who had her face buried into one of the comics she had gotten at Stan's shop. "Honestly, Ruby. Why waste your money on such reading material?" she asked as they rounded a corner in the street.

"Because it's cool and the stories are very exciting." the red cloaked girl replied turning the page and continuing the book. "Besides, Matt got me these when I found out that I left most of my money back at Beacon."

Matt shrugged, walking beside Velvet with his arm around her waist. "Eh, it wasn't anything too bad. Besides, seeing Rubes here smile like that was worth it." he said getting a light shoulder bump and a thankful smile from Yang.

"So, the next semester starts in about a week and a half." said Luke as he walked hand in hand with Blake. "Anyone got any big plans?" None of them could get a word out when they heard squealing tires from back the way they came.

A car came speeding around the corner, followed swiftly by two police cruisers with their sirens and lights blaring as they gave chase. The Beacon students jumped back against the wall as the vehicles flew by, thugs wearing ski masks in the lead car firing handguns back at the cops as they rounded the corner ahead.

"That's something you don't see often." Yang said with her fists clenched.

"Does this count as an immediate thing Ma-" Ruby turned to their vigilante friend and found Velvet standing there alone, a smile on her face as she looked above them. The others doing the same as they caught sight of a red and blue blur swinging through the air at high speeds after the fleeing car.

Weiss shook her head before turning to the rabbit-faunus, "So much for him taking it easy, huh?"

Velvet just continued to smile, "Perhaps. But being a hero is a part of who he is. I'd never change that about him in a million years." she said wistfully.

X

The speeding car took another turn wide, the thug behind the wheel flooring the gas-pedal while his two accomplices kept the police at bay with gunfire. "We lose them yet?!" he shouted back as he swerved around a a few other cars ahead of them.

"Not yet, but we're gaining distance!" shouted the man in the back as he stopped to reload his pistol with fresh dust-rounds. Taking a spare mag from the large duffel bag filled with Lien cards they had stolen from a bank in downtown Vale.

Squealing around another corner, the thugs saw the bridge that would lead them to their safe house. "We're almost home boys, just hang on a few more-" the driver was cut off when the roof of the car suddenly caved in, the windows all shattering and the windshield cracking from something impacting on top of it.

"What the hell was that?!" shouted the thug riding in the passenger seat, aiming his shotgun at the ceiling as they head something moving above them.

"Check it out!" ordered the driver as his comrade leaned out the shattered window weapon ready.

A moment later he gave a loud yelp as he was yanked out of his seat and through the window. His weapon discharging loudly before everything went silent again. The man riding in the back looked out the rear window and his eyes widened when he saw his fellow criminal suspended in the air via weblines sticking out from the buildings. "Shit! It's Arachnid! He's-" he stopped mid-sentence when his door was ripped off the car's frame and he too was yanked out.

Coming face to face with the white, hooked pseudo eyes of Vale's spider-hero who held him up by the collar of his shirt. The vigilante fired a series of weblines before slapping them all on the man's back, "Have a nice trip!" he shouted before the webs launched the thug into the air, the criminal emitting a girlish scream as he flew through the air and suspended above the street.

Matt dropped low when the car swung from side to side, the driver now trying to dislodge him now that he knew he was there. "Don't think so pal." he muttered as he swung down from the roof and on to the hood facing the windshield.

The thug behind the wheel freaked, pulling a pistol from under his jacket and shooting through the glass only for the vigilante to dodge at the right moment with the rounds missing him completely.

Putting his fist through and shattering the windshield, Matt webbed the man's hand and gun to the seat before sealing his other hand to the steering wheel. "Didn't you pass traffic school?" he asked before standing on the hood of the car, "Red means STOP!" he slammed both fists down on to the front of the vehicle, sending it pitching forward and flipping into the air.

Reacting quickly, the hero fired an array of webs from both wrists. Attaching them all together around the car in mid-flight. It took only seconds, but when he was done the getaway car was suspended in the air above the street in a massive spiderweb that was connected to the surrounding buildings.

Sitting crouched on the roof, Matt looked at his handy work before chuckling, "Tow trucks got nothing on me." he quipped just as the police units that had been chasing the thugs pulled up below. Reaching in through the opening with the torn off door, he pulled out the duffel bag full of Lien and jumped down to street level.

"Thanks for the assist, would have lost those guys if you didn't jump in." said the officer in the lead car.

"Or 'swing in', in your case." said his partner catching the bag the vigilante tossed his way.

"Just another day at the office, gentlemen." said the teen looking up at the suspended car. "Make sure these guys get a cell with a window, I hear the view's lovely from lockup." He fired a webline from his wrist and catapulted himself up into the air, firing another and swinging in the direction of the sky port to meet up with his friends.

_**"This crime wave is getting a bit out of hand." **_said Toxin. _**"It's like taking two steps forward and one step back. What do you think the cause is?"**_

_"Can't be sure."_ Matt thought back as he kept swinging from line to line. _"But I have a feeling that Torchwick and the White Fang are somehow involved. The amount of dust robberies seem to have opened the floodgates for a lot of criminals out here. And I also have a feeling that whoever has that carrot-top on a leash wants things this way for whatever reason."_

_**"You think Roman's not the one pulling the strings?"**_ asked the symbiote.

_"Roman's a criminal genius, I have no doubt that he's got connections to make things happen around Vale's underground. But working with the White Fang? Stealing enough dust that would make Fury and SHIELD worry? Someone else is behind that, and they've got a damn good agenda."_

The young hero dropped on to a rooftop and shifted out of his suit and back into his earlier outfit. _"Something's coming, Tox. Something bad. And from the way Blake and Luke have been acting in the last couple of days they know it too. It just pisses me off that we don't have any solid answers."_

He dropped down from the building into an alley and stepped out on to the street across from the sky port. His team, RWBY and JNPR were already there waiting for him by an airship. Velvet saw him and waved as he approached. _**"Maybe you should let the others in on your thoughts. Having more people on the same page could help us all along better in the long run."**_ Toxin suggested.

_"I will, but for the time being we'll enjoy what little time we have."_ he thought back as he wrapped his arm around his girlfriend's shoulder and led her on to the airship with the others right behind them.

X

Emerald and Mercury kept at least a five foot distance as they followed Cletus into the more rundown sector of the city. The killer walking along casually, the book he picked up from Tukson's shop in hand, flipping through the pages as he was engrossed in whatever story he was reading about.

"Where are we going exactly?" the green haired girl asked as she looked around the sketchy looking district.

Cletus turned another page, "Relax, little mint." he said using the pet name he had been calling her since they had met and causing her to shiver involuntarily again. "You'll know when we get there."

Mercury snorted, "Better be soon. Crazy bastard." he said muttering the last part under his breath as he looked at the rundown looking buildings that surrounded them. He looked forward and yelped when he found the man's green eyes right in his face.

"Crazy...is just a state of mind, kid." he said grinning in a way that made the teen's stomach lurch. "One that people have used to label me when they couldn't be more wrong. Oh no, I'm not crazy, I just prefer to show people the truth."

"What truth?" asked Emerald, cursing herself for not keeping her mouth shut.

Cletus just chuckled to himself, "That life itself...is meaningless. Death is the only real truth in the world. So I do the public a service by spreading the _truth_ to as many folks as I possibly can, like any good teacher."

Mercury swallowed the lump in his throat, "You...kill, to show people the 'truth' about the world?"

The killer thought to himself for a few moments, "Mostly...however I have another reason behind it as well." His eyes looked distant as he looked across the street, "When I was six years old, I saw a dog die after being hit by a car. There was something in its eyes I couldn't look away from. What did it see, while it's life slipped away? I wanted to know...I _had_ to know. My grandmother...was old. She was going to die soon anyway, so I just...sped up the process. Pushed her down the stairs. But by the time I got to her, she was already dead. I was disappointed, but I realized that I was just gonna have to do it again."

Both young faces before him were the color of ash, looks of horror on their faces as he continued. "And did it again I did...again...and again...and again. And each time I got closer to the answer to that all important question. And one day I had it. You see, in their last moments, a person will unveil who they truly are on the inside. And in that moment, you can savor all the little...emotions that flash in their eyes when they realize that it is the end." Cletus' eyes flashed with madness, "Did you know your friend Tukson was actually a coward under all that bravado?"

His head turned in a different direction and his grin widened a bit more, "He's close. Come, we're almost there." he said before he began moving again. Leaving Emerald and Mercury standing like statues, completely scared to their cores.

"M-Mercury..." Emerald said as she gasped for air, having held her breath against her will when the man had been speaking to them.

The grey haired male reached out and grasped her hand, sweat dripping from his brow as color slowly returned to his features. Both making a silent vow to never, _EVER_, be in the same room alone with Cletus Kasady for the duration of his 'employment' with them and Cinder.

Following after the killer, at a much slower pace than before, the two enforcers managed to catch up with him as he stood in front of a dark alley. His eyes staring into the shadows with a smirk on his face. His book forgotten and resting in the back pocket of his jeans as he seemed to be waiting for something.

Seconds ticked by, both Mercury and Emerald wondered if the man had finally lost what little of his mind was left when something came flying out of the alley and crashing on to the sidewalk.

The _thing_ turning out to be a man dressed in rags and other torn clothes, his skin the color of stone with his eyes rolled into the back of his head signifying that he was no longer living. A moment later, running footsteps could be heard as another homeless man came sprinting out of the alley. His expression one of terror as he moved like hell itself was on his heels.

"HELP ME! DUST PLEASE HELP ME! IT'S GOING TO-" he was cut off when a black tendril shot out of the dark and wrapped around his neck. Dragging him back into the shadows as he screamed in pure fear before being suddenly silenced.

Cletus stood with the same smirk in place, not at all disturbed by what had happened while his little entourage looked ready to draw weapons. "You haven't lost your touch, eh _old man_?" he asked into the darkness.

A deep snarl could be heard somewhere in the alley, a sound that could have made any Grimm turn tail and run as a shadow started moving forward...a _big_ shadow.

Loud footfalls thumped the ground as the shadow stepped out into the light, and it took all it could for Emerald not to scream at the sight that was now visible.

Standing at over six feet tall, even while hunched over slightly, was a hulking beast of a creature. Oily black skin covered every inch of its form that reflected what light there was available. Sharp claws dotted the fingers of its massive hands, a large white spider symbol was displayed on its chest, legs interlocking with the legs of a similar one on its back.

But it was the face that was shockingly familiar to the duo. A pair of white, demonic, pseudo eyes clashing against the blackness of the skin, and a gaping maw filled with razor-sharp teeth that looked too large to fit inside.

**"Carnage."** the beast hissed, a long pink tongue lashing through the air when it spoke sending bits of drool dripping through the air. **"We figured we'd be seeing you eventually."**

Cletus grinned before transforming into Carnage, **"Aw, is that anyway to talk to your **_**favorite son**_**?"** He asked making the duo that was with him look his way wide-eyed.

"S-Son?" Mercury asked getting the attention of both symbiotes.

Venom grinned, **"Oh look, you brought snacks. Good, because that last **_**meal**_** did almost nothing for us."** he said extending his claws threateningly causing Emerald and Mercury to ready their weapons.

**"As much as I want to agree with you, pops. They aren't for eating."** said Carnage regaining the attention of his 'father'. **"I'm here to see if you wanna job."**

The older symbiote tilted his head, **"Job? Why would we want that? And why would we want to work with **_**you**_**?! It's you're fault that we're all here in the first place!"** He bellowed, swiping his claws at his offspring.

Carnage leapt away, latching on to the nearest wall as Venom's claws burrowed into the pavement where he had been standing. **"Relax, old-timer. I'm not here to fight, I just wanted to see if you're up for a little revenge."**

Venom glared up at his offspring, **"What do you mean?"** he growled.

**"Seems that 'Parker-Junior' is currently swinging around these streets. Flaunting around in a way only a 'spider can'." **the red symbiote saw the way his 'father' rippled with barely contained fury. He grinned revealing all of his black-dagger teeth. **"I take it you two have crossed paths?"**

Grabbing a nearby dumpster, Venom hurled it across the street with a roar that rattled the broken windows of the closest buildings as the large projectile smashed through an abandoned storefront. **"That little bastard beat us...he and his little friends will pay dearly for our embarrassment!"**

This bit of information caught the attention of the psychotic symbiote. **"Friends you say? Where did you find him?"**

**"That school for hunters and huntresses, Beacon we think the name is."** replied Venom while clenching his fists. **"The little punk's blending in with the other students in plain sight."**

Carnage grinned again, **"Seems like we have a common goal, once again. The one I have...joined up with recently wants the punk six feet under, along with anyone that follows him. She's got big plans for this town...and I think she could use a more...**_**chaotic touch**_**."**

Venom grinned in response, **"We're listening."** Emerald and Mercury glanced at one another and gulped loudly and wondered the exact same thing.

_"How's Cinder going to take this?"_

X

Stepping off the airship on to Beacon's campus. The members of MRVL, RWBY and JNPR all shivered at the same time. "Anyone else just get a very cold chill a moment ago?" asked Jaune rubbing his shoulders.

"Y-Yeah...wonder what that was about?" wondered Weiss as she shook the feeling off. "It's not even cold out today."

Matt looked back toward Vale, eyes narrowed as he got the distinct feeling that something was now very wrong. His grip on Velvet tightening a bit as they all headed toward the dorms. _"Tox?"_ he asked mentally.

_**"...Not a clue. But I got the same feeling you did." **_replied the symbiote in a tone that was nothing but serious.

X _Undisclosed Location - Later that Evening X_

Inside a secret warehouse, various White Fang members were milling around, moving crates upon crates of stolen dust around. Roman Torchwick stood with his back to the large room going over several readouts spread on the table before him.

Despite the fact that it had taken them much longer than they had intended, no thanks to the meddlesome bug interfering with their operations, they had managed to capture several shipments more of dust that was now being stored in this very warehouse.

His musings were broken when he heard footfalls behind him, turning, he was met with Emerald and Mercury. Both looking a little shaken, but hid it rather well. "Oh, look! She sent the kids again!" he said approached the two and putting his arms around their shoulders from behind. "This is turning out just like the divorce."

Emerald shivered, after the day she had the very last thing she wanted was to think about Torchwick in that way. "Spare us the thought of you procreating." she said as she and her partner pulled away.

Roman shrugged, "That was a joke. And _this_ might just might tell me where you two have been all day." he said holding up a piece of paper and turning to the duo."

"What?!" the green haired girl checked her pockets and found the paper missing from its place.

"I'm a professional, sweetheart. Pay attention, maybe you might learn something." said the criminal looking at what was written on the slip in his hand. "Where did you get this address?" he asked pointedly.

"Wouldn't you like to know?" asked Emerald crossing her arms.

"Yeah, I would. Now where have you been all day?" asked Roman not taking her lip.

"Cleaning your problems." said Mercury sharply, "One of them at least."

"I had that under control." said the criminal serious.

The grey-haired teen shook his head, "Two packed bags and a ticket out of Vale said otherwise."

Roman got in his face and pointed at him, "Listen you little punk. If it were up to me, then I would take you and your little street-rat friend here and-"

"Do _what_, Roman?" asked a voice from above. They all looked up and saw Cinder Fall step off of the scaffolding on to a small lift, her burning-amber eyes locked on them all while riding it down to the main floor.

The mastermind chuckled nervously, "I'd, uh...not kill them?" he said trying to cover his tracks.

"Cinder!" Emerald said excitedly.

The raven haired woman walked across the room, her heels clicking on the pavement as she approached her subordinate. "I thought I made it clear that you would eliminate the would-be runaway." she said calmly.

"I was going too..." Roman trailed off, but was cut off by Emerald.

"_He_ was going to escape to Vacuo! Mercury and I decided to take it upon ourselves to kill the rat."

Mercury stroked his chin, "I think he was some sort of cat, actually." he pointed out.

"What, like a Puma?" asked his partner.

"Yeah, there you go." he replied.

"Quiet." they both shut up and looked at their boss who leveled a glare at them. "Didn't I _specifically_ instruct you two to keep your hands clean while in Vale?"

Before either of them could answer, another voice spoke out. "Oh, they're clean." All eyes turned to the entrance as they caught sight of Cletus approaching, hands in his pockets as he stood before them. "Took care of the problem so that the kids didn't have to. Though I would give them points for wanting to take care of a job that _others_ are so inept at doing." he said leering at Roman. "Why didn't you kill him anyway? He was barely worth the effort honestly."

Roman glared at them all, "Uh," he motioned to the crates on his right, "Eh...?" Then to more crates on his left. "Eh...?" Then finally everything stacked behind him, "EHHHHH! _Sorry_ if I've been busy stealing _every speck_ of dust in the kingdom!"

"You're an inspiration to every punk with a gun and a ski mask." Mercury said sarcastically. He and Emerald having moved a bit farther back when Cletus made his entrance.

"Look around, Kid. I've got this town running scared! Police camping at every corner, dust prices through the roof, _and_ we're sitting pretty in an old warehouse with more dust crystals, vials and rounds than we know what to do with! Not even that little pest Arachnid could stop everything we've been doing out there!" Roman exclaimed. "Speaking of which, if any of you wouldn't mind letting me in on your grand master plan, it _might_ make my next string of robberies go a little smoother!"

"Oh, Roman. Have a little faith." Cinder said moving closer and stroking his cheek, "You'll know what you need, when you need to know." Her eyes glowed briefly causing Roman to look away with a grunt. "Besides, we're done with dust." she said as she turned and started walking away.

"Okay," the criminal asked confused. "Then what now?"

"We're moving. Have the White Fang clear out this building. I'll send you the details and coordinates tonight."

"Coordinates?" asked Roman.

She looked back at him, "We're proceeding with phase two." Cinder turned and regarded the red-headed killer that she had come to know in the last couple of weeks. "Did you manage to find who you were looking for?" she asked

Cletus grinned before looking over his shoulder and shouting, "You're up _pops_!"

There was a loud crash as one of the skylights above shattered, a massive figure falling toward the ground and landing with enough force to make a crater in the ground. The surrounding White Fang thugs drew weapons and prepared to fight as the hulking form of Venom slowly stood up, towering over all of them and letting loose a loud roar that made a few of the more rookie grunts stumble back in fear nearly pissing themselves.

Roman, who had dropped a new cigar from his mouth when he saw the _thing_ that had entered their hideout. Instantly seeing the similarities between it and Carnage. _"Oh shit! NOT ANOTHER ONE!" _

Cinder looked up at the creature, head tilted and eyes narrowed as he towered over her while she motioned for all the thugs to lower their weapons. "You must be Venom...Carnage has told us much about you." she said calmly.

Venom lashed his tongue through the air, **"And you must be this Cinder Fall our offspring spoke of. We also hear that you have a problem with a certain **_**bug**_**."**

She nodded, "Indeed. I take it that you are interested in aiding us in making sure that he is no longer a problem."

**"You would assume correctly."** replied the older symbiote, holding out a clawed hand that held a large brick in it. **"He has always been a problem ever since he was birthed."** He crushed the concrete into powder.** "We will gladly crush him and all those that stand with him, as revenge for the problems he has caused us in the past."**

"Pops here is on board." said Cletus grinning in a way that he was known for, "So what's _our_ next step?"

Cinder's lip curled upward slightly, "You both will have your revenge. And all the bloodshed you can handle. Just be patient for the time being, and be ready for when you're needed."

Venom suddenly shrank, the black suit changing into a black t-shirt and jeans revealing Eddie Brock underneath. "Oh, we'll be ready." he said cracking his knuckles while Cletus cackled next to him. A cold chill shot through everyone in the complex, save for Cinder who continued to smirk at gaining a new, powerful ally.

Nothing could stop her plans now.

X _Earth-617_ X

In the laboratory below Avenger's mansion. Tony Stark and Bruce Banner had gathered together as many of their fellow heros together that were available. Standing before them were Steve Rogers (Captain America), Clint Barton (Hawkeye), Natasha Romanov (Black Widow), and Peter Parker (Spiderman). All of them in uniform while the two scientists explained to them what they had done.

"Wait! Wait! Wait!" Clint said after they finished explaining. "Are you guys telling us that you managed to track down where Matt went, and managed to remake the same gateway he disappeared through?"

Bruce nodded as he removed his glasses, "Yes. It wasn't easy, but with Jarvis helping us comb through the files and data we were able to put everything together in the right way and can recreate that moment when he disappeared."

"Can you pinpoint exactly where he went? Or whether or not the world he was sent to his hostile?" asked Steve.

"It's still new tech, Capcicle." said Tony moving around the lab until he was standing on a platform off to the side. The floor split apart revealing an array of robotic arms that assembled his Iron Man suit over his body. "But we won't know until we got through the portal and find him ourselves." he said as the suit was completely on.

"Does Fury know about this?" asked Natasha.

"If he doesn't by now, then he will soon enough." replied Stark as he moved to stand by Bruce at the main terminal, his suit stomping on the floor along the way. "Mean Green here will stay with Jarvis and help us get back after we find little web-head. So, who else is in?"

The heros all looked at one another a moment. "I'm in." they all looked at Peter as he stood with squared shoulders. All of them knew that he had blamed himself for the teen's disappearance since it happened.

His only saving grace being his daughter, Elizabeth Parker, after she was born and giving him a bigger purpose. Being a father had changed him in many ways, and he was doing his best at it.

And when he had heard that Matt could be alive and there was a chance to bring him back, he jumped at the chance. MJ and Aunt May behind him saying that they would love to see the young man again.

Seeing the determination in his eyes, Steve, Clint and Natasha all nodded as well. "When do we get started?" asked the Captain readying his shield while the two assassins checked their own weaponry.

"Whenever your ready." said Bruce, a moment later the heros all nodded and he started up the process. The arc generators around the room kicked on and hummed loudly as they powered the dimensional bridge before them. They all watched as the energy all bled into the center of the archway until a large, purple and black sphere of energy materialised in a flash of light.

Steve pulled on his mask, Peter doing the same as he stood on the Captain's right while Natasha and Clint stood on either side of them. Grabbing his helmet, Tony slid it over his head allowing it to close and lock in place before his faceplate slid down. "Ready guys?" he asked, his voice distorted by the metal.

They all nodded as they looked at the portal before them. Peter clenched his fists in anticipation. _"We're coming, Matt."_

**A/N: Questions? Thoughts? Fears? I know the interaction with Venom and Carnage should have gone down far more violently. But anyone who has ever read the comics know that when those two have a common enemy they both hate then their own problems with each other always get put on hold so they can destroy it.**

**And with Venom knowing more about Matt's new life, and the people around him, this could all come back to bite him hard later down the road. And with the Avengers on their way anything can happen. **

**Starting off with 18 reviews and over 300 views since I posted this the other day, I have a good feeling about this story's future. So I intend on keeping it going the best way I know how!**


	3. Best Week Ever?

**A/N: After receiving so many reviews and messages in such a short time, I was compelled to get the next update out two days ahead of schedule. Granted, it's not as large as I was hoping, but it is vital to the story none the less. **

**I know a lot of you have been asking me questions about how the plot has been altered and how certain characters have developed so much, and I intend on explaining such things as best I can through the fic itself so that there isn't anymore confusion. As a matter of fact, one of the biggest changes in canon is starting right now. **

**Disclaimer: I don't own RWBY or Spiderman**

It was lunch time at Beacon, and while most of the student body ate, hung out with friends or looked over notes for the coming semester, one individual was busy deep in thought.

Blake sat at her team's usual table, her amber eyes going through a notebook that was open before her filled with a bunch of sketches and a few notes on the sides. One of said sketches was the White Fang insignia.

Her musings were interrupted when Yang bumped her shoulder, "Whatcha doin'?" she asked trying to look at what her partner was going over.

"Nothing. Just going over notes from last semester." Blake said closing the book.

Yang snapped her head to the side and caught a grape in her mouth that was flung her way by Nora from another table. "Lame." she said before catching another and giving the bomber a thumbs up.

At that moment, Ruby made her appearance by slamming a large white binder on the table making them jump. Clearing her throat, she addressed all of them. "Sisters...Friends...Weiss."

"Hey!" her partner exclaimed indignantly.

"Four score and seven minutes ago, I had a dream." their leader continued.

"This oughta be good." said Yang catching another piece of fruit.

"A dream that one day, the four of us would come together, as a _team_, and have the most fun anyone has ever had..._ever_! Ruby exclaimed.

Weiss looked at the huge binder with a hint of realization, "Did you steal my binder?"

The red cloaked girl held up a peace-sign with each hand, "I am not a crook."

"What are you talking about?" asked Blake.

Ruby grinned, "I'm talking about kicking off the semester with a bang!"

Yang pointed her thumb at herself, "I always start off my semester with a _Yang_!" Crickets chirped around them as they all looked at the blonde unimpressed, "Eh? Guys? Am I right?" Her answer was an apple being thrown at her followed by a low 'Boooooo!' from somewhere else in the cafeteria.

Ruby shook her head, "Look guys, it's been two weeks and between more exchange students arriving and the tournament at the end of the year, our second semester is going to be great! But, classes start at the end of next week! Which is why I've taken the time to schedule a series of wonderful events for us."

"I don't know whether to be proud or scared of what you have planned." said Weiss conflicted while Yang glared at the one that threw the apple before hurling one right back.

"I don't know. I think I might sit this out." said Blake hesitantly.

"Sit out or not, I think that however we spend this last week, we should do it as a team." said the heiress. "I for one think that-" she was cut off as a pie came flying across the room and hit her in the face. The rest of RWBY looked over to the table JNPR was seated at and saw Nora standing with her arm outstretched.

She quickly sat down and pointed at Ren on her left who had his head in his hand. Pyrrah covered her mouth and Jaune sat wide eyed at what had just happened.

X

Outside, Matt walked along the stone path toward the lunchroom. His partner at his side thumbing through a book about advanced battle tactics as they headed to meet up with the girls.

"Kinda dull with classes not starting for a while, huh?" the vigilante said, arms behind his head as he looked up at the clear blue sky.

"How do you think the exchange students showing up feel?" asked Luke turning another page. "They get to come in and watch the rest of us go to class while they sit around most of the time and train. At least the tournament is looking to be something."

Matt nodded, "Yeah...never been in one before, but it might be a good challenge depending on who we all fight." The hybrid-faunus nodded in agreement just as Velvet and Raine jogged up and joined them. "You girls have fun?" the hero asked slipping his hand into his girlfriend's.

"Yeah. Those extra training sessions really helped improve our aim." said the rabbit-faunus, her partner nodding as she began to sign.

[We managed to perfect combining our attacks for more effective damage on bigger and even group targets. With two different dust based strikes, we've really started coming up with something.]

The vigilante couldn't help but smile at the fox-faunus. She'd come a long way from the shy, mistrusting girl she had been when MRVL was formed. Over the months she had opened up more and more to them, and after a while she started doing the same with the rest of their friends as well. And even though she was still hesitant once in a while, she seemed much more carefree then she had been.

They reached the outside of the cafeteria and spotted a familiar monkey-faunus talking with another boy with blue hair and goggles on his head. "I just don't wanna screw this up, you know?" said Sun as they got closer. "The people here are the coolest. No offense to you guys."

"None taken." said the blue-haired boy who looked in the direction the team was coming in. "These some of the guys you've been talking about?"

Sun turned and grinned, "Matt! Good to see you man!" he said shaking the leader's hand.

"Likewise, Sun." Matt replied matching his grin. "How've you been? Haven't seen you since that incident at the docks almost a month ago."

"Been pretty good, the rest of my team arrived the other day, actually." he motioned to the boy next to him. "This is my partner, Neptune."

Neptune nodded to them, "What's up?"

The vigilante nodded back before motioning to the others, "This is my team. My partner Luke Von Wolf, my girlfriend Velvet Scarlantina, and her partner Raine Kobalt." he said pointing out each one. Sun looked over at Raine, catching her eye and making her duck under her hood a bit with her cheeks turning pink.

"Raine, huh? That's a pretty name." he said causing the mute's face to darken even more. Sun tilted his head and looked at Matt confused.

"She...can't speak." he said making the monkey-faunus go wide-eyed. "Old injury. She communicates to us through sign language."

The fox-faunus held up her hands and began signing again, only her hands were shaking slightly for a reason only she knew. [It's nice to meet you.]

Sun scratched his head trying to understand. "She says 'It's nice to meet you'." Velvet translated for him. The monkey-faunus flashed the blue-haired girl another smile and making her hide farther in her cloak.

Deciding to take the attention off of the flustered archer, Luke looked at their guests, "So what brings you guys this way?"

"I was just showing Neptune around, hoping to introduce him to you guys and the others. Hope that's alright." said the blonde.

Matt waved him off, "No problem at all. We were just on our way to meet up with them actually. They should all be in the cafeteria together." he said motioning to the double doors next to them.

Nodding, Sun turned back to Neptune, "Just try to be cool, okay? You're gonna be cool...right?"

"Dude..." Neptune stood with his arms crossed with his teeth gleaming as he smiled.

Matt leaned over and whispered in Velvet's ear, "Remind me to see his dentist if he can get teeth that clean." The rabbit-faunus giggled into her hand as the six of them entered through the doors.

Only to move out of the way as a large crowd fleed from the room with some of them shouting 'FOOD FIGHT!' as they vacated.

"What the hell was that about?" Luke said on edge just before they heard loud laughter coming from the dining area. The group finding Nora and the rest of team JNPR standing on a bunch of tables and vending machines hazardously stacked on top of each other.

"Ahahahaha! I'm queen of the castle! I'm queen of the castle!" the bomber sang as she stood on the very top of the pile.

On the other end of the cafeteria, Ruby stomped her foot on to a table and pointed at the opposing team, "Justice will be swift! Justice will be painful!" she crushed a carton of milk that was in her other hand. "It will be DELICIOUS!" Her team exclaimed 'YEAH!' behind at the same time.

"Off with their heads!" Nora shouted as she jumped down to the floor. Ren flipped and launched a trio of watermelons that he kicked in RWBY's direction. Jaune ducked and rolled as he tossed one of his own with Pyrrah hurling two more through the air. Nora grabbed a table and heaved roughly a dozen more making the salvo that much bigger.

"Yang! Turkey!" Ruby ordered. Her sister rolled over to a couple of turkeys laying nearby, jamming her fists into them and began to punch and block the incoming melons. Blake grabbing a couple of baguettes and aided her partner as the blonde hurled her 'weapons' across the room and taking down Jaune.

Pyrrah grabbed up her own loaf of bread and began sparring with Blake, the two meeting each other hit to hit before the spartan managed to knock the cat-faunus back. Following up by hurling her bread at the opposing team.

Yang snapped her foot up and shattered the projectile, allowing Ruby to leap past her riding a food tray along one of the tables like a skateboard. Flipping through the air and deflecting anything thrown her way before slamming into Pyrrah and knocking her back.

Ren charged the red cloaked girl, but Weiss had her back, shooting ketchup along the floor and making a trap that sent the raven-pink haired teen slip forward and crash into several tables.

Nora jumped into the air, yanking a poll from the wall and impaling a watermelon on the end making a makeshift hammer. Swinging it at the duo aiming for Weiss and instead hitting Ruby. The heiress quickly grabbed up a swordfish, blocking several strikes from the bomber.

The red-head managing to score a lucky hit and sending the white-haired girl hurling back through a few tables and slamming into a pillar at the other end of the cafeteria knocking her out.

"Weiss!" Ruby screamed catching her as she fell. "Weiss! Don't leave me! Noooo!"

Yang ran forward, equipping herself with two more turkeys and began fighting Ren who was using leek stalks. The blond landing a hard uppercut that sent him in the air, using the momentum to flip around and hurl his weapons at the brawler who leapt away before they could land. Going higher than her opponent and slamming her fist into his back sending him crashing to the ground.

Nora slammed her hammer down sending Yang skidding back, the two running at one another and swinging their respected 'weapons'. The bomber smashing the melon as she sent the blonde flying up and through the ceiling out of sight.

Blake backflipped away from the debris made when her partner was sent through the roof, snatching up sausage links and whipping Nora hard enough to throw her into a vending machine causing soda cans scattering everywhere. The bomber gritted her teeth, grabbing a few of the cans and hurling them at the raven-haired girl like grenades making her backpeddle to a safe distance.

Pyrrah got back to her feet, using her ability over polarity to bring all the soda cans into the air. Waving her arms and bringing them together and sending them at Blake in a tidal wave and taking her down.

Ruby stood up as Weiss slowly began to wake up, glaring at JNPR she knelt down in a runner's stance before taking off like a bullet. Rose petals scattering in her wake as her own semblance kicked in and the force catching all food, drinks and all other forms of debris as she rushed the other team. JNPR could only gap as the younger girl jumped, spinning in the air and flying past them and catching them in the following tornado.

She stopped just before meeting the wall, causing the surface to crack from the concussion blast that followed her, JNPR slamming into it before she jumped into the air allowing the wave of food and soda to repeatedly crash into them. Painting the team and the wall itself in an array of colors . When Ruby dropped back down, Jaune, Nora, Pyrrah and Ren slid off the wall and fell to the floor leaving outlines of themselves on the wall.

Off to the side, MRVL, Sun, and a now purple and slightly pissed off Neptune looked on with varying expressions. "I call winner!" Matt called out wanting to get in on the food fighting action. No one noticing a small tendril seeping out of his pant-leg and snatching up a chocolate cupcake that was rolling past and absorbed it.

The doors behind them were suddenly slammed open, Glynda Goodwitch stomped inside, her riding crop clenched tightly in her hand as she growled deeply from the disturbance. She held up he wand stopping a cluster of plates from hitting her before giving it a powerful wave.

All of the tables, snapped into the air, flowing back into place while the leftover food was disposed of properly. When everything was settled, she addressed the group, "Children, please." she adjusted her glasses. "Do not play with your food." Nora gave a resounding belch making the two teams chuckle before Yang came crashing back through the roof and through a table close to her team causing them all to start laughing.

Glynda leered at the teens, but paused as Professor Ozpin came up behind her and rested a hand on her shoulder. "Let it go." he said calmly.

The huntress sighed, "They're supposed to be the defenders of the world." she stated as MRVL joined the other teams and began to talk and laugh with them.

"And they will be, but right now they're still children." said the headmaster. "So why not let them play the part." he turned and began to head out of the room. "After all, it isn't a roll they'll get to play forever."

X

In the Emerald forest, everything was calm and peaceful despite the fact that the creatures of Grimm prowled somewhere within the foliage seeking unsuspecting prey.

The calm was disturbed when the center of an open field began to spark with an unknown energy. Volts of black and purple lightning zapping through the air emitting the smell of burning ozone before a large purple and black sphere sprang to life.

Sparking as it sat upon the ground, burning the grass where it touched, the strange portal flashed a moment before vanishing. Leaving five people in its wake, three of which were armed to the teeth and scanning for threats.

"Jarvis, what do you got for me?" asked Tony as his suits scanners roved over every inch of the forest around them.

"Nothing in the direct vicinity, sir." replied the AI in his ear. "The suit scans are however picking up a strange energy signature in the air around you, no data available can match the readings."

Clint swept his bow in a wide sweep, "The air feels heavier, almost like before it rains." Natasha nodded next to him while holding her pistols in each hand.

Steve and Peter stood next to one another also searching, when they were sure there wasn't any immediate threats they grouped together. "Alright, we need to locate some form of civilization." said the Captain before he turned to Tony. "Stark, you can fly, see what you can find from up top."

"Got it Capcicle." said Iron Man before activating his thrusters and shooting into the air. Rising a dozen meters above the forest floor and stopping when he was high enough. His HUD scanned over the surrounding area, finding what looked to be a city in the distance and another cluster of oddly shaped buildings not too far away.

"I got a city roughly 30 miles to the South-East. But there's a closer settlement only 9 to the North." he said through the comm links.

"Then we'll head that way." said Steve before turning to the others. "Once we establish contact with the locals, we can begin our search. But stay cautious, none of us know what to expect from this place."

Getting agreements from the team, Tony touched back down as they prepared themselves to move. Steve looked toward Peter who was looking off at the surrounding woods. Putting a hand on his shoulder getting his attention, he nodded toward the younger hero. "We'll find him." he said encouragingly.

Spiderman took a deep breath and nodded back as the team began to head to the edge of the clearing.

They made it a few feet when a warning appeared on Tony's HUD. "Sir, I'm picking up life signs in the surrounding foliage." "Heads up guys!" he called out, the team readying weapons and grouping close together. The bushes and trees shifted in the breeze, nothing seemed amiss.

Clint snapped his head to the right, bowstring pulled back when he saw a shadow move. "Got something on the right."

"Left too." said Natasha when she saw another shadow dart to the side.

"Where Jarvis?" Tony asked while powering up his repulsor cannons. The shadows hidden by the trees seemed to come to life and began to move closer to the light.

"Sir...life signs are detected all around you."

Steve held up his shield as some _thing_ stepped out into the clearing. Bipedal with hunched legs and long arms with claws, resembling a wolf in different aspects with pitch black fur covered in bone-white armor and spikes with red markings. Red glowing eyes narrowed at the heros as a deep growl rumbled in its chest.

All around the clearing, similar looking creatures of various sizes began to surround them on all sides. Three of them looked like massive bears but had the same bone-like armor and spikes as the strange wolves.

"Uh...ideas?" asked Peter holding his hands ready to fire webbing from his shooters at the closest of the creatures. The wolf in front of him roared and leapt straight at him, claws prepared to cleave him in half.

The spider-hero dove aside, firing a pair of weblines at the creature's flank before hurling it into a tree. This had prompted the rest of the creatures at attack as well, emitting a series of roars and howls as they charged the heros.

The Emerald forest came alive with a series of gunfire, explosions and metal ringing.

X

Matt ran as fast as his feet could carry him, his team at his sides all armed and ready as the headed toward the cliffs where they had done their initiation.

A call had went out through the PA system from Professor Goodwitch instructing them and team RWBY to meet at the cliffs immediately. Judging by how she sounded, the teams made sure to get there as quickly as possible to find out what was going on.

Upon arrival, the team found Ozpin, Goodwitch and RWBY already there. All of them looking out into the forest where the sounds of combat could be heard from somewhere within. "What's going on?" asked Matt as he saw a small trail of smoke rising up from the forest.

"Ten minutes ago, our cameras picked up an anomaly within the Emerald forest." said the Headmaster turning to them, his eyes locking on to the vigilante specifically. "An anomaly that you should be very familiar with, Mr. Nolen."

All eyes turned to him while Matt stood shellshocked. "Another portal?" he asked turning serious. He received a nod from Ozpin before he looked out into the forest. "There aren't a lot of people from my world that had the technology to make a device like that." His clothes changed into his Arachnid costume, his gunblades still sheathed over his shoulders as he looked out toward the disturbance.

"Whoever is here now, has encountered the creatures of Grimm most likely." said Glynda taking out her datapad. "Which is why you're here."

"So what's the plan?" asked Yang preparing her gauntlets, everyone else readying weapons as well.

"The launch pads have been keyed to launch you in the direction of the anomaly. You are to locate the disturbance, if the new arrivals are indeed from Matt's world you are to either assist them back to Beacon, or capture them if they are deemed hostile and a threat." said the headmaster holding his cane before him.

Ruby nodded, "We're on it!" she said taking out Crescent Rose as they all stepped on to the launch pads, preparing themselves for the flight.

"A VTOL is on standby to evac you when you make contact. Good luck." said Ozpin as Glynda flipped through her datapad and hit a button on it. Velvet sent a concerned look toward Matt who kept his eyes locked on their target. A moment later they were all airborne, hurling through the air toward where the sounds of fighting was the loudest.

_**"Any idea who it could be?"**_ asked Toxin.

_"No clue,"_ Matt thought back, clenching his fists as he prepared to fight. _"But I'm hoping that it's not more trouble."_

X

The two teachers watched the students get farther and farther away , one with a calm expression, while the other was concerned for the students. "Are you sure that it was wise to not tell them of who they will be encountering?" she asked bringing up the footage from where the anomaly had appeared.

From her screen she watched the group of strange heros locked in battle with the Grimm and proving superiority over them with their tactics and firepower.

"I believe it will be a pleasant surprise for our resident hero." said Ozpin smiling. "But it does raise the question of what will happen when they all meet." They stood on the cliffs vigilante as they waited for the return of the two teams.

The question the headmaster spoke of on both of their thoughts.

**A/N: Hmmm...what will happen indeed? With a handful of the Avengers now in Remnant, what do you think is gonna happen? The next chapter is one a lot of you have been waiting for and will have a pretty good impact on the story as a whole, and may change the RWBY universe in ways you can't imagine.**

**(For the other fans out there of the show, I'd have to be an idiot not to include the food fight scene in here. Thus I crammed it into pretty much its own chapter with a few other good details.)**

**Been liking the reviews guys, keep them coming!**


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